Brazilian business law · Advisory services
Statutory interest, electronic signatures and the transition to IBS and CBS have undergone significant changes. If the business's templates were drafted before those changes, it is worth checking how they address each risk, without assuming that every agreement is unsuitable.
Informational content. The suitability of each clause depends on the contract, transaction and rules applicable to the case.
Review and drafting
Templates, current contracts and agreements received
Multidisciplinary education
Law, accounting and economics
Review by priority
Transaction value, term, frequency and exposure
Updating contracts
The rules do not automatically invalidate older contracts. They change the context in which clauses, signatures and prices should be assessed.
Rules effective from 30/08/2024
Lei nº 14.905/2024 (Brazilian Law)
Where no index or rate has been agreed and no specific law applies, the statutory benchmarks provided for in Articles 389 and 406 of the Código Civil (Brazilian Civil Code) apply.
Rule introduced in 2023
Article 784, § 4º, of the CPC (Brazilian Code of Civil Procedure)
Witness signatures may be waived where the integrity of the electronic enforcement instrument is verified by a signature provider.
Test phase in 2026
EC 132/2023, LC 214/2025 and LC 227/2026 (Brazilian constitutional amendment and complementary laws)
Long-term contracts merit a review of prices, adjustment mechanisms, taxes, tax documents and possible rebalancing during the transition.
Interest and adjustment
Lei nº 14.905/2024 amended Articles 389 and 406 of the Código Civil and was regulated by the Conselho Monetário Nacional.
Where the monetary adjustment index has not been agreed or provided for by a specific law, the variation in IPCA. Where interest has not been agreed, has been provided for without a rate or arises by law, the applicable rate is the statutory interest rate.
The statutory rate corresponds to Selic less the adjustment index, using the methodology defined by the CMN and published by the Banco Central (Central Bank of Brazil). If the monthly result is negative, the rate for that period is treated as zero.
The practical conclusion is not to select the highest possible rate. It is to draft a clause suited to the transaction, legal limits, cost of delay and a calculation method the parties can apply.
Electronic signatures
Witnesses can be waived, subject to the conditions expressly set out in the CPC.
Lei nº 14.620/2023 added § 4º to Article 784 of the Código de Processo Civil. For enforcement instruments created or certified electronically, legally recognised forms of electronic signature are permitted and witness signatures may be waived where integrity is verified by a signature provider.
This does not turn every file accepted by message into an enforcement instrument. The certainty, ascertainable amount and enforceability of the obligation, the parties' identification, authority to represent them, document integrity and platform records remain important.
The review examines both the wording and the formalisation process: who signs, in what order, by which means, which evidence is retained and where the final version is stored.
The date alone does not define the problem. It helps identify changes that have not yet been considered.
IBS and CBS
The 2026 test phase is an adaptation milestone, with the replacement of existing taxes proceeding in stages until 2033.
Brazil's consumption tax reform was introduced by EC nº 132/2023 and regulated mainly by Leis Complementares nº 214/2025 and nº 227/2026. In 2026, IBS (Imposto sobre Bens e Serviços) and CBS (Contribuição Social sobre Bens e Serviços) are in a test phase, at rates of 0.1% and 0.9%, alongside the obligations provided for in the regulations.
In long-term supply, ongoing service, works or lease contracts, the transition may require attention to prices, tax documents, tax credits, the passing on of taxes and grounds for rebalancing. The effect depends on the sector, tax regime, transaction and existing wording.
The legal clause must be based on the business's information. Tax and accounting calculations cannot be assumed from the contract, and the contract should not leave responsibility for each economic consequence undefined.
Points to consider
The relevance of each item varies by transaction. The review should distinguish what is essential from standard market wording.
Defines what is included, the expected deliverables, how completion is evidenced and what requires the other party's approval.
Sets the index, frequency, price composition, tax responsibilities and treatment of significant changes.
Sets out the rate, index, starting date, applicable limits and consequences of delay or renegotiation.
Governs the term, automatic renewal, notice, termination, termination for breach and the effects of ending the agreement.
Assesses the creation and formalisation of fiança (a personal guarantee), aval (a guarantee on a negotiable instrument), retention, acknowledgement of debt and other security appropriate to the transaction under Brazilian law.
Checks signatories' authority, signature method, file integrity, audit trail and document retention.
Defines protected information, responsibilities under Brazil's General Data Protection Law (LGPD), incidents and what happens to data when the relationship ends.
Sets jurisdiction, prior negotiation, mediation or arbitration according to the transaction's value, complexity and economic circumstances.
Scope
The list is illustrative. Classification depends on the activity, transaction and parties involved.
Working method
The scope is defined before work starts and may cover a single agreement, a template or a portfolio.
Identifying current contracts, templates in use, upcoming renewals and documents with the greatest impact on the business.
Organising by value, term, operational dependence, financial exposure and frequency of template use.
Identifying points requiring attention, missing information and clauses to be negotiated or updated.
Drafting an amendment, reviewing the current agreement or creating a new template according to the identified need.
Support with communications with the counterparty and review of subsequent versions through to formalisation, where included in the scope.
Transparency
A sound contract organises expectations and risks but does not replace proper performance of the transaction.
Responsible assistance
A lawyer with education in law, accounting and economics, together with a postgraduate qualification in Brazilian business law.
Business contracts combine legal rules and economic effects. Interest, adjustments, the passing on of taxes, security and consequences of breach require an integrated reading of the text and the transaction. The responsible lawyer handles the matter, with the scope and information required defined in advance.
Responsible lawyer: Alex Rodrigues Alves
OAB/DF nº 46.260 | OAB/GO nº 64.591 | OAB/SP nº 508.634 | OAB/MG nº 230.667 | OAB/ES nº 44.334 | OAB/PR nº 136.193
Frequently asked questions
General answers to guide initial contact. Any conclusion depends on examining the documents.
Lei nº 14.905/2024 amended Articles 389 and 406 of the Código Civil. Where no adjustment index has been agreed or provided for in a specific law, IPCA applies. Where interest has not been agreed, has been provided for without a rate or arises by law, the statutory rate applies, calculated using the methodology regulated by the Conselho Monetário Nacional (Brazilian National Monetary Council).
Yes. The statutory rate methodology takes Selic less the factor relating to IPCA, with a negative result treated as zero in the reference month. This does not mean every contract should select a different rate: the validity and suitability of the clause depend on the transaction, applicable legislation and legal limits.
No. The date, remaining term, agreed rules and legal relationship need to be examined. In many cases it makes more sense to prioritise the contracts with the greatest impact and update the template used for new transactions. Where necessary, a current contract can be changed by amendment.
It may be, provided that the requirements for the obligation and the instrument are also met. Article 784, § 4º, of the CPC permits legally recognised forms of electronic signature and waives witnesses where the document's integrity is verified by a signature provider. The platform, audit trail, parties' representation and file retention must be checked.
Electronic signature is a broader term. A certificate-based digital signature is one form of it. The appropriate level depends on the document, risk, identification of the parties and legal requirements of the transaction. Ease of use alone should not determine the choice.
The transition to IBS and CBS may affect prices, invoicing, tax documents, tax credits, the passing on of taxes and the economic balance of long-term contracts. The effect is not the same for all businesses or transactions and needs to be assessed alongside accounting and tax advice.
2026 is the test phase for IBS and CBS, with rates of 0.1% and 0.9% and specific obligations under the regulations. It is a period for adapting systems and processes. For long-term contracts, a review can establish whether the existing wording addresses the transition continuing until 2033.
It can, in the circumstances permitted by Brazilian law. Article 421-A of the Código Civil presumes parity and symmetry in civil and business contracts unless specific evidence justifies departing from that presumption, subject to special regimes. It also gives weight to the allocation of risks and provides for exceptional, limited revision.
Both services can be provided. Reviewing a contract portfolio or a template in use often identifies recurring risks and helps guide the drafting of future agreements. A single contract received from a supplier, client or partner can also be assessed.
Yes. The portfolio can be prioritised by value, duration, operational dependence, non-payment risk, proximity to renewal and how often a particular template is used.
No. Initially, it is enough to explain the sector, approximate number of contracts, type of transaction and main need. Complete agreements should be sent through the secure channel specified by the firm.
Yes. Document analysis and meetings can take place online for businesses throughout Brazil. In-person appointments are also available in Ceilândia Sul, Brasília/DF, subject to availability.
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Useful navigation
WhatsApp messages can be received in different languages. Telephone calls are available in Portuguese, English and Spanish.
Initial contact
State the business sector, approximate number of contracts, when the templates were reviewed and the main need.
Do not send complete contracts or confidential information through the initial form. The firm will specify an appropriate channel if the assessment proceeds.
In-person appointments in Ceilândia Sul, Brasília/DF, and online assistance for businesses throughout Brazil.
QNM 01 Conjunto H, Lote 40, Sala 102, Ceilândia Sul, Brasília/DF, CEP 72215-018
Monday to Friday, 8 am to 5 pm.
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Legislation and official guidance